UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of July 2026
Commission
File Number: 001-42469
Uni-Fuels
Holdings Limited
(Registrant’s
Name)
9
Temasek Boulevard, Suntec Tower 2 #19-03
Singapore
038989
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Nasdaq
Notification Regarding Minimum Bid Price Deficiency
On
July 27, 2026, Uni-Fuels Holdings Limited (“Company”) received a letter (the “Nasdaq Letter”) from
the staff at Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the requirement
to maintain a minimum closing bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2), because the closing bid price
of the Company’s class A ordinary shares was below $1 per share for the last 30 consecutive business days (i.e. from June 11, 2026
to July 24, 2026). The Nasdaq Letter is only a notification of deficiency. It does not result in the immediate delisting and has no current
effect on the listing or trading of the Company’s class A ordinary shares on the Nasdaq Capital Market at this time.
In
accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days, or until January 25, 2027 (the “Compliance
Period”), to regain compliance with the minimum bid price requirement. To regain compliance with the minimum bid price requirement,
the closing bid price of the Company’s class A ordinary shares must be at least $1.00 per share for a minimum of 10 consecutive
business days at any time prior to the expiration of Compliance Period. If the Company regains compliance with the minimum bid price
requirement within the Compliance Period, Nasdaq will provide the Company with written confirmation and will close the matter. If the
Company chooses to implement a reverse stock split, it must complete the split no later than ten business days prior to January 25, 2027
in order to regain compliance.
If
the Company does not regain compliance by January 25, 2027, the Company may be eligible for an additional 180 calendar day compliance
period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and
all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and will need to
provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split,
if necessary. If the Company meets these requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar
days. However, if it appears to Nasdaq that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible,
Nasdaq will provide notice that its securities will be subject to delisting.
The
Company is monitoring the closing bid price of its class A ordinary shares and evaluating options to regain compliance with the minimum
bid price requirement, including by effecting a reverse stock split, if necessary. However, there can be no assurance that the Company
will be able to timely regain or maintain compliance with Nasdaq’s continued listing requirement.
The
Company issued a press release on this development on July 31, 2026, a copy of which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
UNI-FUELS
HOLDINGS LIMITED |
| |
|
| Date:
July 31, 2026 |
By: |
/s/
Koh Kuan Hua |
| |
Name: |
Koh
Kuan Hua |
| |
Title: |
Chief
Executive Officer |
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press
Release dated July 31, 2026 |
Exhibit 99.1
Uni-Fuels Announces Receipt of Nasdaq Notification Letter Regarding Minimum Price Deficiency
SINGAPORE
– July 31, 2026 - Uni-Fuels Holdings Limited (“Uni-Fuels” or the “Company”) (Nasdaq: UFG), a
global provider of marine fuel solutions headquartered in Singapore, today announced that it received a notification letter from The
Nasdaq Stock Market LLC (“Nasdaq”) dated July 27, 2026, notifying the Company that it is not in compliance with the requirement
to maintain a minimum closing bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2), because the closing bid price
of the Company’s class A ordinary shares was below $1 per share for the last 30 consecutive business days (i.e. from June 11, 2026
to July 24, 2026). The Nasdaq Letter is only a notification of deficiency. It does not result in the immediate delisting and has no current
effect on the listing or trading of the Company’s class A ordinary shares on the Nasdaq Capital Market at this time.
In
accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days, or until January 25, 2027 (the “Compliance
Period”), to regain compliance with the minimum bid price requirement. To regain compliance with the minimum bid price requirement,
the closing bid price of the Company’s class A ordinary shares must be at least $1.00 per share for a minimum of 10 consecutive
business days at any time prior to the expiration of Compliance Period. If the Company regains compliance with the minimum bid price
requirement within the Compliance Period, Nasdaq will provide the Company with written confirmation and will close the matter. If the
Company chooses to implement a reverse stock split, it must complete the split no later than ten business days prior to January 25, 2027
in order to regain compliance.
If
the Company does not regain compliance by January 25, 2027, the Company may be eligible for an additional 180 calendar day compliance
period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and
all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and will need to
provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split,
if necessary. If the Company meets these requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar
days. However, if it appears to Nasdaq that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible,
Nasdaq will provide notice that its securities will be subject to delisting.
The
Company is monitoring the closing bid price of its class A ordinary shares and evaluating options to regain compliance with the minimum
bid price requirement, including by effecting a reverse stock split, if necessary. However, there can be no assurance that the Company
will be able to timely regain or maintain compliance with Nasdaq’s continued listing requirement.
About
Uni-Fuels Holdings Limited
Uni-Fuels
is a fast-growing global provider of marine fuel solutions with a growing presence across major shipping hubs, including Singapore, Seoul,
Dubai, Shanghai, Limassol, and Bangkok. Established in 2021, Uni-Fuels has evolved into a dynamic, forward-thinking company delivering
customer-centric, compliant, and reliable fuel solutions across global markets and time zones, supported by 24/7 operational support
year-round. Backed by a globally integrated operating platform, experienced industry professionals, and an extensive global supply network,
Uni-Fuels has built trusted partnerships with customers, supporting them in achieving their operational objectives and decarbonization
goals amid the maritime industry’s ongoing energy transformation.
For
more information, visit www.uni-fuels.com.
Cautionary
Note Regarding Forward-Looking Statements
This
press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should” “would,” “plan,” “future,” “outlook,” and
similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence
of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to,
statements regarding estimates and forecasts of other performance metrics and projections of market opportunity. These statements are
based on various assumptions, whether or not identified in this communication and on the current expectations of Uni-Fuels’ management
and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not
intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many
actual events and circumstances are beyond the control of Uni-Fuels. Some important factors that could cause actual results to differ
materially from those in any forward-looking statements could include changes in domestic and foreign business, market, financial, political
and legal conditions.
If
any of these risks materialize or Uni-Fuels’ assumptions prove incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be additional risks that Uni-Fuels does not presently know, or that Uni-Fuels
currently believes are immaterial that could also cause actual results to differ from those contained in the forward- looking statements.
In addition, forward-looking statements reflect Uni-Fuels’ current expectations, plans and forecasts of future events and views
as of the date hereof. Nothing in this communication should be regarded as a representation by any person that the forward- looking statements
set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should
not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified
in their entirety by reference to the cautionary statements herein and the risk factors of Uni-Fuels described in its Form 20-F initially
filed with the SEC, as amended, including those under “Risk Factors” therein. Uni-Fuels anticipates that subsequent events
and developments will cause its assessments to change. However, while Uni-Fuels may elect to update these forward-looking statements
at some point in the future, Uni-Fuels specifically disclaims any obligation to do so, except as required by law. These forward-looking
statements should not be relied upon as representing Uni-Fuels’ assessments as of any date subsequent to the date of this communication.
Accordingly, undue reliance should not be placed upon the forward-looking statements.
Contact
Information
For
Investor Relations:
Uni-Fuels
Holdings Limited
Email:
investors@uni-fuels.com